Amendment to Employment Agreement between Vical Incorporated and Alain Rolland dated May 19, 2006
This amendment updates the employment agreement between Vical Incorporated and Alain Rolland. It changes the terms for salary continuation if Alain's employment ends under certain conditions, such as termination without cause or resignation for good reason. The amendment provides up to six months of continued base salary, subject to signing a release of claims, and specifies when these rights expire or renew. All other terms of the original agreement remain unchanged.
Exhibit 10.53
VICAL INCORPORATED
10390 Pacific Center Court
San Diego, CA 92121-4340
May 19, 2006
Alain Rolland
Vical Incorporated
10390 Pacific Center Court
San Diego, CA 92121-4340
| Re: | Amendment to Agreement Regarding Employment Terms |
Dear Alain:
This Amendment (the “Amendment”) to your Letter Agreement with Vical Incorporated (the “Company”) dated June 17, 2002 (the “Agreement”) amends the terms and conditions of the Agreement to the extent provided herein. Except as specifically amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect.
Paragraph 8(c) of the Agreement is hereby deleted in its entirety and replaced with the following:
“(c) Salary Continuation. Subject to subsection (d) below, the Company will continue to pay your Base Compensation (at the annual rate then in effect) for up to six months following the termination of your employment if, prior to the expiration of your rights to salary continuation as provided below:
| (i) | the Company terminates your employment without your consent for any reason other than Cause or Disability; or |
| (ii) | you voluntarily resign your employment for Good Reason. |
The payments under this subsection (c) will cease in the event of your death. In order to receive your salary continuation, you will be required to sign a release in a form acceptable to the Company, of any and all claims that you may have against the Company. The salary continuation rights described in this paragraph 8(c) shall expire on the fourth annual anniversary of the commencement of your employment; provided, however, that such rights shall automatically renew for successive 1 year periods unless the Company provides written notice to you at least 90 days prior to the next scheduled expiration date that such rights will not be renewed.”
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles.
Please sign this Amendment and return it to the Company at your earliest convenience.
Sincerely,
| VICAL INCORPORATED | ||
| By: | /s/ Vijay B. Samant | |
| Vijay B. Samant | ||
| President and Chief Executive Officer | ||
| ACCEPTED AND AGREED: | ||
| /s/ Alain Rolland | ||
| Alain Rolland | ||
